Retention of Manager’s Firm. The Manager is hereby directed to engage and compensate the firm or company of which the Manager is a member and/or employee and certain of such firm’s or company’s affiliates (together, the “Manager’s Firm”) to assist the Manager in executing his duties herein and in executing the duties and responsibilities of the Manager and Sole Officer and Director as described in the Plan notwithstanding that (a) the Manager may benefit (directly or indirectly) from the compensation paid to Manager’s Firm and (b) other persons or entities may be available to provide the same or similar work at similar or more competitive prices. In no event shall the Manager or the Manager’s Firm have any liability for a conflict of interest or breach of fiduciary duty or any other claim arising as a result of the appointment of any such person in accordance with this provision. The terms of engagement of the Manager’s Firm shall be as set forth in the engagement letter included in the Plan Supplement (the “Engagement Letter”) or as otherwise approved by the Oversight Committee. Any and all limitations on duties and liability of the Manager under this Agreement and/or the Plan shall run to the benefit of the Manager’s Firm as well with respect to the Manager’s Firm acts and/omissions associated with its performance and/or nonperformance of services for the Company.
